


All I Have To Give

by Air_Head_Ry



Category: Alien Force, Ben 10 Series
Genre: Character Death, Hints of multiple pairings, Lemon, Lime, Mpreg, Multi, Rape, gender-bending
Language: English
Status: In-Progress
Published: 2012-10-17
Updated: 2013-01-02
Packaged: 2017-11-16 12:58:34
Rating: Mature
Warnings: Major Character Death, Rape/Non-Con
Chapters: 6
Words: 18,521
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/539681
Author URL: https://archiveofourown.org/users/Air_Head_Ry/pseuds/Air_Head_Ry
Summary: <blockquote class="userstuff">
              <p>Two years after Team Tennyson defeated the Highbreeds, life seems to return to normal. That is, until Ben suddenly goes missing. Rated M For Obvious Reasons</p>
            </blockquote>





	1. Missing

**Author's Note:**

> This story is reuploaded from Fanfiction with permission from the original author for viewing here on Ao3. Several scenes will be rewritten, or extended, as SharpieUFP was forced to cut it short, believing that FF only permitted stories that were 15 chapters long. 
> 
> It was originally written before the release of Season 3 of Alien Force. So It is kind of AU/Alternate Timeline starting from that point.
> 
> WARNING: Please mind the tags: This Story is RATED M. It includes: Rape, Lemons, hints at multiple pairings, mpreg, gender-bending, and character death - nearly anything you can think of.

CHAPTER ONE: MISSING

7:45, PM

….tick…..tick….tick…

7:46, PM

"Focus Ben!"

"Argh!" A brown-haired teen moaned, dropping his eyes from the clock and slamming his head against the coffee table, "I can't. You know how much I hate math, Julie."

The Asian girl sitting next to him on the couch shook her head, "Your right, with that attitude you can't. Come on, the finals are tomorrow."

Ben looked up at Julie. She was always like that - stubborn would be a word to describe her. He felt the smile creep over his face. But he even loved that about her, everything from her black pixie-cut, to her green delicate socked feet, folded nicely underneath her as she sat upon his parents couch. Even though she was wearing a plain skirt and a white tank top, he couldn't help but be amazed by her beauty.

"What?" She smirked.  
Ben smiled and rested his head in his hand matter-of-factly, "I was just wondering how someone like me could end up with someone like you?"  
"Someone like me? Ben, you saved the entire world numerous times." Julie replied, shuffling papers, "Keep it up and I'll start getting jealous every time a girl looks at you."  
Ben sighed and looked back at his study sheet. It was covered in doodles of aliens instead of answers, "Yeah, but no one knows that."

He looked up at his reflection in the dark television across from the coffee table. The reflection that stared back at him was hardly Hero material. He looked like a dork, he pouted, his hair was short and brushed to the side, he usually wore plain blue jeans, and a black tee-shirt. When he wore his jacket, you could not even really see the muscular build that he had built up fighting aliens all those years.

"Oh come on Ben!" Julie said, placing her hand on his arm, "They don't need to know. Look at all those super heroes in those comics, they all have secret identities. 'Ben' is just yours."  
Ben smiled, "Thanks Julie."  
"No problem….now speaking of problems, stop procrastinating and lets work on studying." She smiled back.

"Well lookie here! We leave you alone for ten minutes and the clothing is still on? Good children."

Ben looked up and smiled at the familiar voice. His ex-nemesis/best friend stood in the doorway, carrying a tray of drinks. Kevin Levin, an ex-con and now a member of the Galactic Police commonly known as the Plumbers, was always someone to be wary of. He usually got what he want, using tactics Ben wished he could hate him for. He was everything Ben wasn't, while Ben looked like a dork, Kevin looked like someone who would be a hero. His raven hair and muscular build attracted attention, while his down-to-earth, take no crap attitude made him a mini celebrity in Bellwood, they're home town.

"Did you bring me a carrot-orange-banana?" Ben's face lit up,  
"No. How does Pineapple-I-Don't-Care sound?" Kevin replied, dropping a smoothy in front of Ben, he turned to Julie and politely handed her another drink, "Here ya go."  
"Thanks." Julie replied, grabbing the drink.

"Kevin, what did I tell you about teasing Ben?" A voice came from the doorway.

Both Ben and Kevin looked up as Ben's cousin walked in the room. Her red-orange hair was pulled back into a ponytail, draping over her shoulders. Ben smiled without even realizing it as she strutted into the room.

"Not to?" Kevin replied sarcastically,

"Oh hey Gwen!" Ben waved.

She ignored him and walked past and sat on the chair adjacent to the couch. She folded her arms and waited for Kevin to hand her drink to her.

"Well, I think that's all the studying we're getting in today." Julie sighed, she looked up at Gwen and Kevin, "I better get going."  
"Really? But I just got here." Gwen replied,  
Julie shook her head, "I was here to help Ben study for the Math Finals, but I've got other classes to study for as well."  
"I'll walk you home." Ben offered, standing up,  
"And who's going to walk you home?" Gwen asked,  
Ben pointed to his wrist, where a green and black 'watch' rested. The hour-glass symbol in the middle glowed dully, "Bearer of the Omnitrix, remember?"  
"Hey Ben! Guess what?" Kevin snuffled, "Trix are for Kids. Get it? Omnitrix, Trix? the cereal?"

Gwen smacked him lightly on the back of the head.

"Hey? What was that for?" Kevin pouted.

Ben and Julie quietly picked up their things while the other two were distracted and headed towards the door. Ben pulled his green jacket on and looked down at the Omnitrix. It had been nearly seven years now since he first obtained it. Back when he and Gwen argued over everything, and Kevin was a villain…

…He was so young back then. He had no idea what he was up against when the damn thing jumped up onto his wrist that summer night. Since then, he had fought many different villains, like the alien warlord Vilgax, the sorcerer Hex, the Forever Knights, the Highbreeds, even had to go on an interstellar journey to stop the stupid thing from self destructing. Luckily though, the last two years had been pretty quiet. Grade nine and ten nearly went by without any trouble at all, and they had barely missed any school this year due to out of town missions.

"Well, we're here." Julie said suddenly, snapping Ben out of his thoughts.  
"Oh, right." Ben smiled. He looked up at Julie's parent's large home. He didn't even remember leaving his own house,. Ben looked back down at Julie, "So I'll see you at school tomorrow?"  
"Bright and early so we can study before the exam." Julie nodded.  
"But the Exam isn't until the afternoon." Ben sighed,  
"I know." Julie nodded, "But this way we have before first period, then at lunch as well for studying."  
"Great." Ben complained. Julie giggled and reached up to kiss Ben lightly on the cheek before heading inside.

Ben sighed and turned away from the Yamamoto's home and off back towards his home, shoving his hands deep into his pockets.

... ... ...

"Is that him?" A voice said from the shadows, hidden within the bushes alongside the Yamamoto's house. 

"That's him, just the person the Boss was looking for."

"Shall we grab him?"

"No. Not yet, let's wait… we can't risk the chance going in unprepared against the Omnitrix, or risk anyone seeing us."

... ... ...

Ben swore he heard something, but he was not sure. It sounded like whispering, he whirled around and looked back towards his girlfriend's house. He could see nothing but shadows. "Is someone there?" He called, but got no answer. He shrugged and continued back towards his home. It must have been the wind through the trees he was hearing...

... ... ...

"Good morning Ben!" Julie smiled, "How did you sleep?"  
Ben yawned and stretched, "Terrible. I felt like someone was watching me all night long."  
Gwen pushed a lock of her hair off her shoulder, "You sure Kevin did not sneak into you room last night?"  
"How could I babe? I was with you all night." Kevin smirked.  
"Uh guys? Did not need to know that!" Ben spat.

Ben turned away from them and looked around the cafeteria of their local high school. Kevin had driven them to school again, and yet again they met up with Julie at the same table, and yet again all eyes turned towards them - right through Ben and straight to Kevin and Gwen, the King and Queen of the school. Ben shook his head trying to disperse that thought.

The bell rang, and the entire student body climbed to their feet. Ben once again felt lost in a sea of taller high school students as he fought against them to his English Class., and yet again, he sat in the middle of his class, avoiding the teachers watchful eye as he doodled on his page until the break bell finally rang.

"Meeting with Gwen at break today?" Someone said as Ben picked up his jacket,  
"Actually, I was thinking about getting a smoothie." Ben replied. He was getting tired of men always wanting him to put a word for them to his cousin.

"Ah well, if you see her at lunch today, can you somewhere in your conversation, slip in a…"

…here it comes….

"good word for me?" He asked,  
"I could. But I don't think it would help." Ben replied, "She's been with Kevin for nearly two years now."  
"Yeah well, maybe she could want something new?" He asked, "Just say something for your old buddy?"  
"Sure." Ben lied. He didn't even know this boy's name. He knew he'd forget by the end of the break.

He closed his locker and yawned loudly. Julie would be waiting for him by their table... but he knew he was too tired to study - and he knew Gwen and Kevin would be there, to remind him how invisible 'Ben Tennyson' was. He was the savior of the entire universe! He had hundreds of awards and trophies from all over the Milky Way and beyond... and yet he could not walk down the hall at school without being pushed into a locker...

And then there was still that creepy feeling of being watched. He could not shake it. The feeling clung to him wherever he went, and had persisted since yesterday after he dropped Julie off at home. He felt a shiver go down his spine. No, there was no way he could study right now... he needed a break, a mental break. What he needed was a Smoothy. He shrugged on his jacket. Not many kids left the school on a fifteen minute break, but Mr. Smoothy was not far, and he could walk there and back in no time. He slipped out of the school yard without being noticed - no one gave him a second look.

... ... ...

"Now?"

"Now."

... ... ...

Ben could feel a presence slip behind him. He stopped walking and turned around. Two shadows stopped behind him. Ben turned back to the sidewalk and kept walking, but their presence still nagged at his senses. He whirled around and they were still following him. He took a deep breath, "Can I help you?"

"Yes you can." Said on in a deep angry sounding voice, "By coming with us that is."

Ben raised an eyebrow, "Excuse me?"

"The Boss would like to see you!" The smaller one cooed, his voice sounded like a typical grunt. Ben's nerves pricked at him, telling his brain to run. He took a step back, his hand falling on the Omnitrix.

"Now don't try to fight us boy, you'll only end up hurt." The taller one laughed,

"Y-yeah!" The smaller one finished.

"I don't think so!" Ben smirked, twisting the Omnitrix to his desired Alien, "It's you who are going to get hurt!" He pressed down the dial, and he felt his body transform. When his new form finished transforming, he roared loudly as the vulpimancer, Wildmutt. He had re-unlocked this one last year. The older version of Wildmutt now included the tail.

Wildmutt roared angrily and charged at the two shadows, but they were quicker. The taller one easily sidestepped Wildmutt's attack, and countered by slamming his fist hard into its stomach. Wildmutt whimpered and collapsed on the ground. 

Wildmutt whimpered and staggered back to his feet. He shook his head with a grunt, the gills along his neck flared, sensing the area around it. Wildmutt saw the thermal heat of a boot heading his way and he jumped back, landing on all fours safely away from his attackers.

"I would expect no less from the famous Ben 10." The taller one said, "But we cannot fight, for our Boss wants you back unharmed."  
"Grrwwl?" Wildmutt grunted, tilting his head in wonder.

The shadow floated up into the air, and Wildmutt prepared to pounce at him, when suddenly a pain washed across his back. Wildmutt howled as the pain spread through his body, and he collapsed on the ground. The pain was quickly followed by a wave of numbness that quickly washed over his entire body, sending a prickly 'pins-and-needles' feeling that he only felt when he laid on an arm for too long, or sat cross-legged. Wildmutt groaned, the energy sapping out of him, he turned back into Ben in a flash of light. 

Ben struggled to get back up into a crouching position, bracing himself up with his hands and knees. His body did not want to work, every movement was forced. He felt like his body was turning to stone, or ice. 

"W-What did you do to me?" Ben gasped, his vision was starting to blur, and the world around him was growing dim. 

The shorter shadow walked around him, kicking Ben in the side hard enough to knock him over. Ben gasped as the air was knocked out of him, but he did not feel himself hit the ground... he did not feel anything at all. He looked up at the shorter shadow - he was carrying a strange weapon. 

"Alien Tranquillizer Darts." He chuckled, "Nighty-night hero."  
The taller one reached down and picked Ben up, throwing him over his shoulder, as the world around Ben faded to black.


	2. Dana Lyn

CHAPTER TWO: DANA LYN

BRIIIIIIIIINNNNNNGGGGGGGGG

The students of Bellwood High rushed by as the lunch bell rang. Julie squeezed her way through them, clenching her bag tight to her chest. She finally worked her way to the table they always sat at. Kevin was already there.

"Hey, take a seat." Kevin shrugged, before chugging a vending machine pop.  
"Thank you." Julie smiled, "You'll never guess what?"  
"What? That the vending machines have old pop?" Kevin said in a disgusted voice, "Or that yet another guy just asked Gwen to the Year End Dance?"  
"I thought you were going with her?" Julie asked,  
"I am. That doesn't mean I'm not going to get upset if someone asks her out." Kevin grunted, "And if you tell her this, I'll have to hurt Ben."  
"Why Ben?" Julie asked,  
"Cuz I don't hit girls." Kevin shrugged, crunching the can and throwing it in the trash can nearby.

"Hey guys." Gwen said, appearing from the direction of her last class. She strutted over and sat at the table next to Kevin.

"That's odd." Julie whispered,  
"Say something?" Kevin belched,  
"Attractive." Gwen snapped, folding her arms.  
"You thought so." Kevin grinned,  
"Listen!" Julie snapped, "Never mind." She placed her books on the table, "Me and Ben are going to study for that Math Exam. You should too."  
"Nah. I was going to skip it." Kevin shrugged,  
"I'll study with you." Gwen replied, ignoring Kevin's comments.  
"Alright. I'll just go get Ben." Julie said, standing up,  
"Why not wait here?" Kevin replied, opening his wallet and pulling out more change for the vending machine,  
"Because normally Ben is here before Gwen. That was what I was trying to say before…never mind. I'll just go to his classroom. He's probably in detention again for not paying attention." She sighed,  
"I can see that." Kevin grinned,  
"We'll wait here." Gwen added, giving Kevin a stern look.

The hallways were finally starting to clear out as students left to one of the nearby fast food restaurants. She easily made her way towards Ben's English class. The door was open, and without a second thought, she slipped in.

"Ah, Ms. Yamamoto." Professor Trent said as she entered the classroom, "What brings you today? We don't have class until tomorrow. Did you need help with something?"  
Julie shook her head, "No Sir. I was just looking for someone."  
"Well, quickly say hello. These students are in detention for being late from break." Professor Trent grumbled, sitting back down in his seat.

Julie looked around the classroom, at three students on opposite sides of the classroom that were sitting moodily in their seats. Ben's seat was empty, though his bag and books were still on his desk. 

She walked over to the desk and looked over at the person sitting next to it, "Collin?" The boy looked up from his cleared desk and gave her a blank look. She ignored it, "Where is Ben?"  
"Tennyson?" Collin snorted, "The jerk ditched class after break. He said something about getting a smoothie, and no one has seen him since." He sighed and placed his head in his hands, "I just hope he got my message to Gwen before he decided to ditch."  
"Ben did not come back from break?" Julie asked as worry erupted through her mind. She bit back her fear and started to collect Ben's belongings, "That's not like him."  
"Yeah, well Professor Trent is going to rip him apart next class." Collin muttered.

"ARE you done now Ms. Yamamoto?" Professor Trent snorted,  
"Um, just grabbing Ben's things." Julie promised,  
"Humph. Well tell your boyfriend that he's in detention for the rest of the semester." He grumbled,  
"I will sir." Julie nodded. She swung Ben's backpack over her shoulder and walked out of the classroom.

... ... ...

"Guys, I can't find Ben." Julie said hurriedly as she ran up to the table,  
"What do you mean you can't find him?" Gwen asked,  
"I mean I looked everywhere. In his classroom, by his locker, even the Math Classroom." Julie cried. She plopped down on the bench and buried her head in her hands,  
"He probably skipped." Kevin grinned, "Looks like I'm finally influencing him!"  
"That's not funny Kevin." Gwen snapped, "Julie's really worried about him." She turned away from the ex-con and placed a hand on Julie's shoulder, "Do you know where he could have gone?"  
"Collin said that he was going to get a smoothie at break and never came back." Julie muttered,  
"Well duh." Kevin rolled his eyes, "He probably skipped to Mr. Smoothie. We still have most of lunch, wanna go check?"  
Julie nodded. She climbed to her feet as Kevin and Gwen slowly rose and headed off towards the parking lot.

 

Kevin’s green 1976 Dodge Challenger - a car tricked out with thousands of dollars worth of Alien Tech, beeped to a start as they approached it. It was not a very long walk to Mr. Smoothie, but Kevin would never walk when he could drive around in his prized possession. The engine purred softly as Kevin put the car into gear, and rolled off towards their favorite hang-out.

… … …

Ben groaned and tried to sit up, only to find out that he was tied and gagged. His back burned from where the dart hit him, and his limps still felt heavy, but he could not feel any injuries. He rolled over and tried to open his eyes, but someone had tied a blindfold over his face. He let out a gargled moan and tried to spit out the gag. After awhile, he finally realized that his bonds were not going anywhere and he gave up. He fell limp on the cold steel ground and listened for any sounds of his captors. There was nothing, he was alone. Fear exploded through his mind and he panicked. He screamed as loud as he could into the gag, kicking against his bound legs and trashing about. His stomach throbbed with every twist, but adrenaline had taken over and forced all feelings to the back of his mind.

"Stop him before he hurts himself!"  
"Y-yes sir!"

Ben felt someone grab him by the shoulders and lift him into the air. The next thing he knew was that he was pushed roughly against the wall. The force knocked the wind out of him and he gasped against the gag. He heard something click, and then the cold, calloused hands of his captor slowly pulled away from him. He prepared himself to fall, but instead he stayed against the wall, being held by some sort of clasp. He yelled again, but all that came out was a gargled moan.

"Are you uncomfortable?" A feminine voice cooed. He had not heard this voice before. Suddenly he felt warm hands against his chest, "I'm sorry my dear, but this just temporary until we deliver you to the Boss."

Ben felt her hand slip under his shirt, feeling his biceps, her hands sliding up his chest and resting over his nipples. He tensed, his entire body cringing away from the unknown woman’s touch. He heard her chuckle lightly and slowly remove her hands. He felt those hands then move up to his face and gently remove the gag. Seconds later, he felt her warm lips against his, almost teasingly. "Now, who are you my pet?"  
"L-Let me go!" Ben replied breathlessly,  
"Well. I can't do that my dear." She moaned, running her hand down the side of his face, "Or I don't get paid. You see, we were hired by someone to collect you."  
"Um…Dana Lyn…you shouldn't touch the package. This boy belongs to the Boss…" The Grunt muttered,  
"Oh shut up." Dana Lyn snapped, "I'm not going to hurt him, I'm just having some fun."  
"Package?" Ben groaned, trying to remoisten his mouth after the gag sucked it dry,  
He heard Dana Lyn laugh and felt her hand around his throat, "My boy, you are now legal property of our boss. Bought and paid for, we are just the delivery boys." She slightly tightened her grip on his throat, cutting off his air flow for a moment, "Easy money really."  
"Dana Lyn. Step down." Ben heard the angry voice of the taller man.  
"Ackner." Dana Lyn pouted, releasing Ben, "I was just having some fun."  
"Go get us some Earth food." Ackner snapped, "Leave the Package alone."  
"Yes sir." Dana Lyn said sarcastically, "Now, what do you want boy? It will be the last earth food you will ever eat."  
Ben sighed and closed his mouth for a moment, "A Orange-Pineapple-Kiwi smoothie and chili fries."  
Dana Lyn laughed, "Fine then. Ackner, Pathetic-Whiney-Grunt, I'll be back."  
"B-Bye." The Grunt muttered.

… … …

"Nope. Haven't seen Ben." The clerk at Mr. Smoothie shrugged, "Well, not since this morning when the three of you stopped by."  
"But a boy at our school said that Ben was heading here." Julie whined,  
"Well he didn't come here." The clerk shrugged, "Good luck finding him though. He's our best customer."  
Julie turned away and headed back to the car where Kevin and Gwen waited. "She hasn't seen him today."  
"That's odd." Gwen muttered. Julie was surprised to see genuine worry in her yellow eyes.  
"This IS Ben we're talking about." Kevin shrugged, "Let's go check the school again."

"Kevin Levin? Is that really you?"

Kevin jumped at the sound of the voice.. He slowly turned around to face a strange alien. His face twisted in disgust as she approached, "Dana Lyn."

Julie looked over at the alien with worry. She looked powerful. Her black skin was decorated with red tribal markings, with a long tail stretching out from her back, ending with a three-pointed spike. She had two horn-like ears sticking out of her long bright orange hair, and her ruby-like eyes glowed angrily towards them. Her clothing was difficult to differentiate from her equally black skin: a tight black outfit that looked like a corset-tube top, and a matching mini skirt that could have been leather, or something similar to it, along with matching boots that stretched to her thighs, and black arm bands that laced up from her wrists to her upper arm. She had long claws painted blood red, and a bone collar. 

Gwen looked around as people ran in fright. She turned back to Dana Lyn and prepared to fight. Kevin held out his arm in front of her and stepped forward. She glared angrily at him, but let him stand protectively in front of them. "What are you doing here?"  
Dana Lyn put a fake hurt expression on her face, "After all those years we worked together, this is the hello I get? I'm crushed Levin."  
"Well, those years were rather dark for me." Kevin snapped.  
"Kevin, who is she?" Gwen asked,  
"She's a Pyrothanatos. Devilish aliens who live to cause trouble." Kevin explained, "I've worked with her in the past, she's no good."  
"Oh please." Dana Lyn hissed, "You wouldn't be alive today if it weren't for me."  
"I'd still be in the Null Void." Kevin hissed,  
"So be grateful." She shrugged,  
"At lease hide your form. You're scaring people." Kevin ordered,

"Well, you're no fun." She closed her eyes and the red tribal markings on her skin faded away, and her eyes turned to normal human-red eyes. Her tail disappeared, as well as the ears. She looked like an extremely tall, normal human. 

"What brings you back to Earth?" Kevin asked sceptically,  
"Work." She purred, "But yum, I do miss working along side you, all those nights we'd spend together, I can still taste you within my mouth." She licked her lips teasingly. Gwen glared at Kevin, he did not even look back.

Dana Lyn looked away and spat, "I'd love to sit and chat, but I'm on a mission. I've got chili fries and some stupid smoothie to get."  
Julie and Gwen looked at each other worriedly. Kevin gritted his teeth, "What kind of work?"

Dana Lyn ignored him and walked over to Kevin, she gently wrapped her arms around his neck, and Kevin made no move to stop her. Gwen took a step forward, but he slowly beckoned her to stay put. Gwen was about to argue when she noticed how tense Kevin had become. She stood there helplessly and watched as this Alien roughly pulled Kevin's head down to her own face and kissed him angrily on the lips. She forced his mouth open and thrust her tongue into his mouth. One of her arms brutally slipped from his neck and down his back until it rested on his ass. Kevin made no move, he was as still as if a Viper was coiling around him. Dana Lyn laughed and moved her hand to his front, placing it on his belt buckle. Gwen hissed, but Kevin glared so darkly at her that she did not move.  
Dana Lyn smirked evilly and pulled Kevin's pants down, then stepped back with a laugh, revealing his boxers, "Green really suits you Levin."

Julie blushed and looked away, and Gwen just bit her teeth as Kevin stood in front of them, his pants around his ankles, and his green boxers out for the world to see. Dana Lyn gently rubbed the side of his face, then walked off into Mr. Smoothie. Kevin quickly pulled up his pants and blushing, turned back to Gwen and Julie.

"Do NOT mess with a Pyrothanatos." Kevin growled, "They can rip your heart out before you even realize what happened. No matter what she does, do not fight back."  
Gwen walked up to him and wrapped her arms around him, "I'm sorry Kevin."  
"Gwen…trace Ben." Julie whispered, "I'm really worried now."  
"Do it Gwen." Kevin nodded, "But after we leave. I do not want to be here when Dana Lyn comes back."  
"Your actually afraid of her aren’t you?” She asked,  
Kevin did not respond.  
Gwen sighed and looked away from him, “I need something of Ben‘s to track him.”  
"I have his backpack in the car." Julie replied.

Kevin held the door open for Gwen and Julie just long enough for them to get in, and then he ran around the car, jumped in, and put the car in gear. Gwen had never seen Kevin so fazed before. He looked so frightened of this alien, even more then when they fought the Highbreeds. He did not stop the car until they were safely at Gwen's house. He pulled the car into the driveway and stepped out onto the yard, "Hurry Gwen."

"Do you think that Dana Lyn has something to do with Ben?" Julie whispered,  
"I think that its too much of a coincidence that Ben disappears the same time she appears." Kevin snapped.  
Gwen nodded and reached into the car, pulling out one of Ben's notebooks. She closed her eyes, letting her inner-eyes open. Her eyelids began to glow purple as she tracked her cousin's presence.

… … …

"I'm baaaaaaaaack!" Dana Lyn sang, dropping her human disguise and reappearing as her true self as she re-entered the room. The two cloaked figures turned back to look at her.  
"About time." Ackner hissed,  
"Shut up. I got the stupid snacks. Can we go?" Dana Lyn growled,  
"Yes, we're off to deliver our package." Ackner growled. He looked back at Ben, now re-gagged and still chained to the wall. He was silent now, and slouched over like a broken toy. 

"Finally!" She sang, digging into the chili fries, "You know, these aren't half bad."  
The engines started up, and Ben jumped inwardly at the sudden vibrations. "No! This can't be happening! Stop! Let me go!" He tried to yell, but it was muffled by the gag. He screamed and screamed and tried to thrash himself loose as he felt whatever he was on start to move.  
"The shuttle is moving." Ackner said. Ben could hear his footsteps moving towards him, "I think its time you took a nap. You'll feel better if you do, it's a long ride after all"  
Without even seeing it, something hit him hard in the back of the head, knocking him unconscious.

… … …

"They've got Ben!" Gwen gasped, opening her eyes,  
"What?" Julie gasped,  
"Where is he?" Kevin asked, grabbing Gwen by the shoulders, "Tell me Gwen!"  
Gwen shook her head, tears coming to her eyes, "I-I don't know! All I saw was some sort of ship, and Ben chained up with these weird metal bars to the wall…he looked like he was in pain. They're taking him off the planet!" She broke down into tears in Kevin's arms. 

Julie just stood there stunned, "No….w-we have to go after him!"  
Kevin whirled around to look at Julie, letting Gwen fall into him sobbing, "Did you not hear me?" Julie gasped and stepped back at the seriousness in Kevin's voice. Kevin stepped forward towards her, letting Gwen fall to her knees, "Dana Lyn is a Pyrothanatos! If they want, those aliens are even more powerful then Alien X."  
"S-Seriously?" Gwen hiccupped,  
"Yeah." Kevin said bluntly, "Going after Ben would be suicide."  
"But we have to do something!" Gwen sobbed.

Kevin fell silent for a moment, then looked up at the two girls, "I've known Dana Lyn for a long time. I also know many people who have dirt on her. I can easily find out where they are taking Ben, and then we go around her."  
"Huh?" Julie asked,  
"Dana Lyn said she was here for work. She is kind of a Mercenary-Delivery Girl. Someone hires her to pick up really important items, some they would not trust to anyone else. She is the top of the line. If I can find out whoever Dana Lyn was delivering Ben to, then I we can go around her and rescue him from whoever her Boss is."  
"But what if they want to hurt Ben?" Gwen sobbed,  
"Trust me." Kevin whispered, "It takes a small fortune to hire her, if they are going to that extent, they don't plan to do anything to Ben. He'll be fine. Probably a collector after the Omnitrix, like that Sunder guy we fought two years ago. We just have to find out which Zoo he's been put in and bust him out."  
"I hope your right." Gwen replied,  
"I've been in this business before." Kevin nodded, "I know the ropes…let's get back to school before the lunch ends. And pretend nothing is wrong. Eventually Ben's parents will realize he's gone missing, and an amber alert will be let out. We just have to play along with the search until I can dig up the dirt on where they were taking Ben."

Gwen and Julie nodded. Though they both knew they would have a hard time 'playing along' when they knew Ben could be in trouble. 

Kevin sighed as the two girls got back in the car. He held the driver-door open and looked up at the sky. Finding dirt on Dana Lyn was suicide in itself, and not an easy task at that - but he would never let Gwen know that, or put her in that sort of danger. But he would do it, even if it meant risking his life to save that green-eyed wonder that saved him from his life of crime - he would gladly do it.


	3. DEMETRIUS

**Notes for the Chapter:**

> Please mind the Tags. 
> 
> NSFW

"Mmm…yes…yes…harder! Come on, faster! YES! Oh god yes!"  
"Ugh…yeah, you like that?"  
"Mmmhmm…don't stop….Ben…"

"WHAT THE FUCK?" Kevin shot up in bed, he looked down at Gwen in disgust. She looked up at him with a surprised face, her red hair sprawled across her pillows like an angel, her face suddenly going pale.

"I…um, didn't mean that." Gwen blushed, covering her assets with an arm, "Now come back here…"  
"I'm sorry Gwen, but that's a little weird." Kevin snapped, he slipped out of Gwen and swung his legs off the bed,  
"I didn't mean it Kevin!" Gwen growled,  
"Yeah well, calling out your cousin's name while we have sex is a little awkward." Kevin replied briskly,  
Gwen pulled the blankets over her chest, "Kevin…I'm sorry, its just that…"  
Kevin looked sternly at Gwen, "Please tell me you were not imagining me as your cousin?"  
Gwen hurriedly shook her head, "No! Never! It's not like that between us and you know that. I'm just really worried about Ben."  
"Is that it?" Kevin whispered, climbing back over top of her,  
"Yeah." Gwen gasped, wrapping her arms Kevin's neck, "I'm just so scared. Its been three weeks since Ben disappeared. When are you going to find him?"  
"Its not as easy as I made it sound, okay?" Kevin grumbled, "But I'm trying."  
Gwen released Kevin and looked away, "Maybe…we should hold off on having sex until Ben is found?"  
"Fuck." Kevin swore, "Hell no. Gwen, you and I both need a distraction from this whole thing, and this happens to be the only thing."  
"Are you saying that because you just want sex?" Gwen muttered,  
"I definitely want sex." Kevin nodded,  
"Then just shut up and come here." Gwen snapped, pulling him back down on top of her.

Kevin waited until Gwen had fallen asleep until slipping out of her bedroom and out into the night. His car waited for him in the darkness.

…Green really suits you Levin…

Kevin sighed and looked up into the night sky. Thousands of stars twinkled back at him. 

He closed his eyes and let out a deep sigh, "Ben…where are you?"

… … … 

"Come on, get him out of the shuttle, and be careful with him already! He don't want to damage the package." Ackner snapped,  
"That coming from someone who already beat him up?" Dana Lyn growled, roughly throwing an unconscious Ben over her shoulder, her tail swishing angrily, "Real nice, Aldebaran…"

… … …

"An Aldebaran?" Kevin replied,  
"That's right!" A short rat-like Alien nodded,  
"You'd better not be lying to me Argit!" Kevin growled, raising his fist  
"No, no!" Argit whimpered, flinching back from the taller man, "I mean, why would I?"  
Kevin turned away from the rat-alien and rested his head in his hand, "An Aldebaran…ghoul-like aliens that live in shadows. They don't normally leave they're solar system."  
"Yeah, but those brothers are different! Ackner and Belgit. They are the Aldebaran Brothers who fled their solar system from dept collectors. They now work as mercenaries for the highest bidder." Argit nodded, rubbing his greedy little hands together, "Yeah, yeah! Last thing I heard, Ackner and Belgit were hired along with the terrifying Dana Lyn on a special mission. It was all over the underworld!"  
"Who were they hired by?" Kevin snapped,  
"I don't know!" Argit whined, "I don't even know what galaxy they came from! Now please! Give it to me!"

Kevin looked down at the precious piece of alien tech he held in his hand. It was almost a one of a kind item that he was saving for his car, but if it meant getting at least any information on the whereabouts of Ben, he was willing to part with it. "Not so fast. I need you to do a little digging for me."  
"But you promised!" Argit whined,  
"Yeah well, that deal expired." Kevin snapped, "Help me find someone who can give me more info, and you can have this, as well as a hyper-morphetious."  
"You actually got one?" Argit gasped, "An item that can turn any object into another?"  
"Yup. Now hurry up, before I change my mind." He snapped.

The little rat-alien scampered off. Kevin sighed and collapsed on the hood of his car, "This is taking too long."

Within minutes, Argit returned. Kevin knew he was just hiding just out of sight, because he already knew more information then he had told him. Argit rubbed his greasy, greedy hands together again, his quills quivering slightly. Kevin folded his arms and tapped his foot.

"I found someone who can get you more information." He quipped. "Word has it that there is a powerful assassin seeking revenge on Dana Lyn. She would definitely be willing to help you. Wish I could help you more, but sorry man, but if Dana Lyn catches word that your snooping, and finds out you tried getting dirt from me, she'll kill me with a single thought."

Kevin did not argue. Pyrothanatos' were powerful enough to kill with just a mere thought. He had seen it happen before, and did not blame Argit for being afraid of Dana Lyn. Kevin sighed, "Who is this assassin?"  
"Anastasia." The rat-alien cooed.  
Kevin bit his lower lip in shock.

"Anastasia?" Gwen asked, opening the passenger door of the car and stepping out.

"Yeah, she's a Gotosapian." Kevin explained, "And is well known through-out the universe as the only being able to pick a fight with Dana Lyn and live. I wonder why I never thought of her before?"  
"Because she's a killer." Gwen folded her arms,

“I don‘t mean to get in your little squabble, but um, Kevin my friend, I fulfilled my part of the deal… now for that sweat tech!” Argit begged.  
“Catch.” Kevin snapped, throwing the tech he held in his hand as hard as he could down the alley he had met Argit in.  
“NO!” Argit screamed, dashing after the tech.

Kevin sighed and turned back to Gwen, "Well. If it means teaming up with an assassin to save Ben, I'm game. The only problem is that it'll cost as much to hire her, as it does to hire Dana Lyn."  
"Oh." Gwen sighed. She looked down at the ground thoughtfully for a moment, "I have money saved up for collage, and I bet my parents could help?"  
"But what if they tell Ben's parents? They freaked out enough when they found out Ben had the Omnitrix. What do you think they'll do if they find out they're son has been kidnapped by Aliens?" Kevin replied, shaking his head, "Too risky."  
"Julie owns a small fortune." Gwen asked,  
"And I…" Kevin paused, looking down at his ’ride’ sadly, "I have my car. I can sell that for over a million will all the alien tech in it."  
"Kevin!" Gwen gasped,  
"I-Its worth it to save Ben. Afterwards, I'll just steal it back." Kevin shrugged, "C-Come on…let's go get Julie."

… … …

"I'll definitely help!" Julie quipped, "And when we track down Ben, Ship will fly us wherever he is. Right boy?" Her pet alien Mechomorph, Ship, cooed in agreement from beside her. Julie nodded and looked back at Kevin and Gwen, "And I have hundreds of dollars saved up from allowances."

All it took was one quick call to meet up with Julie. Before long, all three of them sat at their favourite hangout, Mr. Smoothie. Julie sat at one of the tables, cuddling Ship to try and hide her worry. 

"Today is Saturday." Gwen remarked, folding her arms, "We are definitely missing finals aren't we?"  
Julie looked down at the ground, Ship looked up at her worriedly. She closed her eyes and balled her fists, "I don't care. We're getting Ben back."  
"Then let's start preparing." Kevin nodded, "The only way to get a hold of Anastasia is to let out word in the underworld that you're looking for her. If she likes your cause, she'll find you. Its dangerous stuff, but I'd better get started."  
"And I need something of Ben's to track him once we find where they took him." Gwen nodded,  
"Then let's stop by Ben's house?" Julie offered, "Then to the bank so I can get out the money."  
Kevin bit his lip, "Yeah…better let it out in the underworld that my car's up for sale as well."  
Gwen gently patted his arm, "Thank you Kevin."  
"Don't mention it." He moaned, "Let's go."

… … … 

Kevin drove to the Tennyson's house in silence, gripping his steering wheel tightly, the thought of giving up his baby made him want to break down and cry.

"Hey, isn't that?" Julie asked, pointing the driveway of the Tennyson's house. Carl and Anne's station wagon was still in the driveway, next to Grandpa Max's Rustbucket. They hadn't seen Grandpa Max in several months. The last time they heard from him, he was busy training his team in the Himalayas.  
"Ten to one that Mr. and Mrs. Tennyson are giving ol' Max the bad news." Kevin whispered, parking the car on the street in front of the house,

"Grandpa Max!" Gwen gasped, jumping from the car and running towards the house.  
She burst into the living room, the same one that just three weeks ago, they were all sitting in drinking smoothies and studying for finals with Ben. Now, Carl and Anne sat on the couch, Anne sobbing into a tissue, Carl's arm around her shoulders, and Grandpa Max sitting adjacent to them in a daze.

"And….and two days ago, the search and rescue team gave up looking for him. They said there was no sign, and that things sounded bleak that he was going to show up soon…alive." Anne sobbed. Carl patted her back gently, his face empty.  
Grandpa Max closed his eyes, "I should have been here…"  
"There was nothing anyone could do. The police think he was snatched off the street on his way to a restaurant on his break."  
"But I…could have searched for him before it was too late." The old man muttered, breaking down into tears. He looked up as he finally realized Gwen standing there, "Maybe…they weren't ready for me to leave them yet after all."

"Grandpa!" Gwen sobbed, throwing herself at her grandfather, wrapping her arms around his neck and crying into his shoulder.  
"Oh Gwen." Grandpa Max whispered, patting her on the back.

Kevin and Julie walked in after that. Kevin lowered his head and gave Carl and Anne a quick wave. Carl nodded at Kevin and looked back at Grandpa Max as Julie broke into tears.

"Oh dear!" Anne sobbed, jumping up and hugging Julie, "Don't cry…the police are wrong…we'll find him."  
"Oh we will." Kevin growled, Grandpa Max looked up quickly at the ex-con.

"Kids, do you mind meeting me in the Rustbucket when you're done here? I'll finish talking to Carl and Anne, and then I want to hear EVERYTHING that happened in these last few months."

Gwen slowly pulled back from Grandpa Max and turned to Carl and Anne, "I just want to go look for something of mine that Ben was borrowing. Is that okay?"  
"Go right ahead." Carl nodded.  
Gwen looked quickly at Julie and Kevin, then slipped upstairs.

… … … 

When Ben finally came too, he was sitting on the ground in an outrageous woods. He wondered if he had a concussion because everything looked like they were in shades of purple, green, and blue. The trees were nearly ten-times larger and different then the ones back on earth. He rubbed his eyes and looked out as his vision started to clear.

A beautiful woman stood in front of him. She had blue skin, golden eyes, and purple hair that was braided back with vines and white flowers. Her bangs were pulled forward and braided in front of her chest. She wore a see-through white gown that barely covered her long slender legs. She was tall, maybe a bout six feet tall, dwarfing Ben completely. She was handing three separate chests full of crystals to Ackner, the Grunt, and Dana Lyn.

The Pyrothanatos grabbed her chest greedily, opening it to see her spoils, "Nice. So, enjoy." She turned around and strutted off without another word.  
"Thank you for your service!" The woman called, she turned towards Ackner and the Grunt, "Thank you so much."  
"All in a days work madame." Ackner bowed, "If you ever need something again, you know where to find us."

The woman shook her head, "No, I have all I need. And when did you say the drug will wear off?"  
“Yes,” Ackner nodded, “We kept him drugged through the entire voyage to keep from any ‘unnecessary’ problems from occurring. But they should wear off in about an hour or two.”

Ben tried to get to his feet, but dizziness consumed him and he fell back to the ground. The woman turned from Ackner and looked at him with a smile. "Thank you, now good-bye." Ackner bowed and turned away, striding off into the forest towards his ship.

She walked over to Ben, and even though she looked so slender and feminine, she easily lifted him to his feet. Ben's vision blurred again as she held him in the air by his arms, "I finally have you. Thank goodness."  
"W-who are you?" Ben groaned,  
"I am Meishunakamayosharu." She said, "But call me Mei for short. You are?"  
Ben bit his tongue and refused to talk. Finally, her glowing gaze got to him and he decided to open his mouth, "Where am I?"  
"Demetrious." Mei said before picking him up, bridal style, and carrying him off through the woods.

Ben noticed through his haze that all the trees were hallowed out, turned into homes for these strange people. He also realized that Mei was definitely one of the shorter and weaker ones. The woman on this planet were large, muscular, giants. The men were also tall, but none were as buff as the woman. It crept Ben out a little. Mei walked through the 'back allies' of this strange town, avoiding as many people as she could.

Suddenly Ben was tossed over her shoulder, and she pounced up a tree, her slender limbs moving quick and agile up the rough bark of the enormous tree. He was tossed into the a door-like hole, and she pulled shut the curtain-door.

The inside looked like an old hunter’s cabin. All the furniture was made from wood, and the couches and benches were draped with fur for cushioning. The inside of the tree was carved into three sections, a small round section which was at a higher elevation then the rest of the ‘tree house’ was covered in multiple furs, and which must be the bedroom. The section he was laying on now must have been the ‘Kitchen’, as it had a table with two benches, a device that looked like a refridgerator, and several counters and cuboards. The third section was carpeted by a heavy shag-like fur, and contained what looked like ‘living room furniture’. Everything felt so surreal, nothing like he had ever seen before.

"W-what do you want with me?" Ben panted, winded from the ride. He forced himself to his feet. She smiled and started towards him. Without thinking, Ben slowly backed up, raising his hand over the Omnitrix to hopefully change into an alien who could get him out of here. Mei laughed and lunged at him, and Ben went to slam down the dial, continuing to back away from her, when his feet got caught on the landing to the Living Room, and he gasped as he fell backwards into the shag.

"You of course!" Mei smiled, leaning over Ben, pressing him down against the soft shag-rug. Ben gulped back and tried to burry himself within the furry floor. Mei smiled and ran her fingers through his hair, "I bought you."  
"Why?" Ben breathed, he did not like the way those golden eyes were looking at him…he had to reach the Onmitrix, and fast…

Mei smiled and laid her head down on his chest, "Because look at me. I'm weak and feeble. Not like any of the Amazarians." Ben felt her hands clench into fists on his chest, "I'm weak, and I refuse to die like the other weaklings. So I bought you to save me."  
"You want me to be your bodyguard?" Ben asked,  
Mei shook her head, "I want you to be my Mate."  
Ben swallowed hard and pushed himself away from the girl, "What?"  
She smiled and crawled towards him, "I bought you to be my Mate. I told Dana Lyn and Ackner to bring you to me because of your certain,” She paused to stroke the Omnitrix, “Characteristics.”

She fell silent and grabbed the bottom of his shirt. Ben gasped and grabbed her wrist, trying to pull her off of him, but she was too powerful. She easily grabbed both of his hands in one of hers, pinning them to the ground above his head. He gasp loudly as she pulled his shirt over his head, throwing it to the side. He thrashed back, but she sat down over top of him, pinning him to the ground.

Ben screamed, "Stop! Get off me!"

She laughed and with her free hand, slowly undid his belt and slid his jeans down, kicking them off with her feet. Ben squeezed his eyes shut as she slid his boxers down. She moaned and gently twirled her fingers around the circumference of his penis, sliding her finger along the underside, moaning softly as she watched it stiffen and erect.

"S-Stop!" Ben gasped.

Mei ignored him and moved herself over top of him, forcing him inside her. She gasped loudly as she felt Ben's erection inside of her. Ben screamed and kicked, but the alien girl was much to powerful for him, she kept him pinned to the ground, his hands pinned so he could not reach the Omnitrix, dropping down until she lay on top of him, burying her face into his neck, her fingers curling over his chest as she started to thrust.

Pleasure erupted through Ben. He moaned and arched his back against his own will. She arched into him, reaching down to kiss his face. Ben screamed as she released his arms and grabbed his shoulders, to brace herself into the thrusts. His tried to push her off of him, but pleasure and fear clouded his mind. His arms fell to his sides, gripping the shag tightly. She lurched forward on him, arching her back and moaning loudly. She held onto his shoulders tightly as sweat began to glisten on the both of them.

Ben could feel himself swell. He had no experience with this, but he knew he was about to explode. He coughed and his fingers dug deeper into the shag. He felt Mei's hands grab his face, forcing him to look her in her golden eyes. Her blue skin glistened with sweat as she held his gaze. She groaned, "T-this may hurt a bit…but it will be over soon."

Ben was about to respond when he suddenly felt a sharp pain in his penis. He screamed louder then he had ever screamed before. It felt like someone had grabbed the end of his dick and started to stretch it apart. He screamed and tried to push Mei off of him again, then fell limp against the pain. Mei held his face, panting, a look of sheer pleasure stained on all of her features. Ben closed his eyes and screamed again against the pain as it worsened. He honestly felt like something was being shoved up his dick. The pain exploded through him in the worst and yet pleasurably way he could ever imagine. He let out a gargled yell against this erotic torture as the pain intensified. He felt something ovular in shape, about the size of a soccer ball stretch through his member, passing from Mei’s body, and into his own. He could feel the tears straining from his eyes, and the drool draining from his mouth, but he could not move against the pain.

Then, the Omnitrix started to glow orange. He forced himself to look up at it against the numb feeling that began to wash across his brain in response to the feelings below. The Omnitrix hadn't done that in years, not since he was a kid and had no idea how to use it. 

The pain burst through him one more time, then disappeared all together. The Omnitrix stopped glowing, and Mei collapsed over top of him. Ben groaned and tried to roll Mei off of him, but she clung to him with a smile over her face.

"S-sorry about that." She breathed, "That pain won't be there next time."  
"Next time?" Ben sobbed. His head collapsed into the shag and without even realizing it, he fainted.

… … … 

"Dana Lyn." Grandpa Max whispered, "It had to be Dana Lyn."  
"Grandpa?" Gwen whispered,  
"When Ben's parents told me that he'd gone missing, I wondered why you did not track him." Grandpa Max replied, rubbing his growing beard, "But I guess if he's off planet, its not going to help is it?"  
"I'm sorry." Gwen whispered, Kevin gave her a quick hug.  
"I just wish I had some Plumbers gear that could track him." Grandpa Max rubbed his chin,  
"But Kevin's looking for someone who can find him!" Julie said suddenly, "Some Anastasia person."  
Grandpa Max looked at Kevin, "That's risky business son."  
"I'm willing to risk it to find Ben." Kevin nodded,  
"I'll help. I'll pitch in whatever money I can." Grandpa Max nodded, "And I'll see what the team can do."  
"Thank you Grandpa." Gwen nodded,  
"Ben's too nice of a kid to end up in a Zoo or Collection somewhere." Grandpa Max replied, "He's already been through too much."

Gwen could tell that he was about to break down into tears. Ben and Grandpa Max had always been really close. She could remember Ben's reaction when Grandpa Max went missing, he was really depressed. Now, it must be the other way around. She closed her eyes and thought back to when they were kids, and how excited Ben would get whenever he got to spend time with his Grandfather. How upset he was when that summer ended, and how happy he'd get every summer after that when they went on their summer trips together. Ben was still a child at heart, not as immature as he once was, but still so innocent. It hurt Gwen to think of what could be happening to her cousin.

"We should go." Kevin said, noticing that Grandpa Max was going to cry as well. Being a guy himself, he knew that the elder man would not want for them to see him cry. He reached over and grabbed Gwen's hand, "Don't tell Mr. and Mrs. Tennyson. They wouldn't understand. We'll bring him back, and they don't need to know about this."  
"I couldn't agree more." Grandpa Max whispered, "They'd contact NASA to try and get him back. And that's the last thing we need, is the government thinking they're going crazy due to the loss of their son."

Kevin nodded and led Gwen out of the Rustbucket, Julie in tow. Gwen reached into her pocket and pulled out an old Sumo Slammer action figure and showed it to Kevin.  
"That'll work." He smiled.  
"We'd better get home. Finals start on Monday." Julie whispered,  
"That's if we're on the planet Monday. It depends on how soon Anastasia get's our message, and if she replies." Kevin nodded,  
"That's WHEN Anastasia gets the message and comes." Gwen replied, "She has too."  
Kevin nodded. "Yes. Let's hope she does.”

**Notes for the Chapter:**

> It was fun making Rygel read this chapter... I wish I could see his reaction, I remember seeing his reaction the first time I wrote it, and he cringed.


	4. Anastasia

CHAPTER FOUR: ANASTASIA

When Ben woke up, he realized two things, one - Mei was no where to be seen, and two - he was lying in a soft cushiony bed covered in fluffy pink animal-hide pillows, and he was covered by a pink thick comforter. He leaned up and there was no dizziness or nausea that he felt the last time he was awake. He rubbed his face with his right hand and looked over to a window, letting light fall over him like a sheet. He squinted into the brightness before turning away.

"Time to go Alien and get out of here." Ben smiled. He raised his hand and gasped. There was some sort of metal contraption covering his wrist, it looked like a bulky metal wristband, covering the Omnitrix completely. There was no way he could go Alien without pressing the dial. He swore and pushed the blankets off of him.

He looked down at his clothing. His old outfit had been removed, and instead he was wearing beige leather pants. Ones that looked like it was just pulled off of an animal, and placed upon him, and a pure white shirt, open down the chest, and tied up loosely with what looked like animal hair, with a collar made of what looked like animal fur. It reminded him of typical Amazonian clothing from the history books. He made a face and looked for his old clothing, they were placed on a table, neatly folded. He scrambled for them and quickly changed back.

"Don't like Amazarian style?"

Ben jumped and whirled around as Mei strode into the room, wearing a leather dress, and matching boots. She walked over to Ben and wrapped her arms around him. He tried to push her away once again, but she once again over-powered him. She reached up and kissed him hard on the lips and stepped back. "If you refuse to wear our clothing, you'll stand out like a sore thumb."

She released him and stepped back, "How cool is this? The Ben 10 is my Mate?"  
"Let me go." Ben begged, refusing to look at her.  
"I…can't." Mei shook her head, "I refuse to die like the others."  
"I don't understand." Ben said, folding his arms, "You say you'll die without me, but you don't want me for a bodyguard?"  
Mei smiled, "You really want to know?"  
Ben nodded slowly.

… … …

"You are not to flip over your papers until I say so. Keep your pencils flat on your desks. You have exactly an hour to finish this exam, with an additional thirty minutes if necessary. No one is allowed to leave the classroom until the hour is over. Do I make myself clear?" The teacher ordered, handing out papers to everyone in the class.

Julie swallowed hard and looked over at Ben's empty seat. The teacher walked right on by it. She sighed and looked back down as he handed her a paper. They had heard nothing from this assassin all week. It was now Thursday, and it was the end of the finals. Pretty soon it would be summer vacation. With everything that had been happening, she hadn't put to much thought into studying.

Gwen sighed as she stacked her books neatly into her backpack as her teacher started to hand out the exam. She sent a quick glance at Kevin, it had taken quite a lot of convincing, and a lot of threatening to withholding sex in order for him to finally agree to come to the exam. It's what Ben would want. She shook her head as she remembered that night…she had called out Ben's name during sex…and liked it. She did not want to admit it, but she could have almost pictured the smaller teen on top of her instead of her boyfriend. Her hands balled into fists. No! It was not like that, Ben was her cousin, and incest was gross. She forced the memory to the back of her mind, its only because she missed Ben - or so she kept telling herself.

"You may start your exams….now." The teacher commanded.

Gwen took a deep breath and started writing down answers. About halfway she sighed and dropped her pencil. What did it matter? Soon she would not have any money to go to collage or university anyway. She shook her head again and picked up the pencil. No, that's what student loans were for. She was not going to give up.

Kevin looked up from his paper and tapped his pencil loudly against the desk. Two students looked over at him annoyed. He sighed, this was why he wanted to skip the exam. It was way too boring, and he could find better things to do with his time, like search for Ben…

…Ben. He could not stop thinking about the brunette since he disappeared. Every waking moment he thought about where he could be, what he was doing, or if he was alright for that matter. In his dreams, he saw him locked in a cage, beaten and bloody, and all Kevin Levin did was watch his friend suffer. He had reformed his entire life for that boy, stalked him as a child, gave up his life of crime to help him defeat the Highbreeds, and now, even given up his freedom and went to school just because it made him and Gwen happy. Ben was the first person who ever offered to be his friend, the only person who excepted him when the rest of the world turned against him. Ben had saved Kevin from a world of crime, now in return, here he was sitting in an exam instead of helping him. He had never felt so useless before in his life.

Ring…Ring…Ring…

Kevin jumped as his cell phone went off in his pocket. Nearly every eye in the class turned towards him. He ignored them and quickly dug the green and black phone out and clicked the talk button. "Kevin here…oh…really? Shit. Okay then…thanks."

He jumped up in his seat as he flicked the phone shut, "Gwen!" He called, getting an evil glare from the teacher. He ignored it and ran over to the Anodite, grabbing her arm, "We're going. Now!"

"Excuse me Mr. Levin." The teacher snapped, standing up from his desk, "But we're in the middle of an exam here!"  
Kevin turned sharply towards the other, "I'm sorry Prof. But my mother just died. I've got to go - now!"  
"O-oh." The teacher sat back down with a dumbfounded look, "Well, hurry up then."

He pulled Gwen to her feet, and the two ran from the classroom.  
"What's the matter Kevin?" Gwen gasped as they took off through the hallway,  
"I'll tell you after we get Julie." Kevin said sharply, "Where's her classroom?"  
"Over there, follow me!" Gwen huffed, running in front of Kevin, and turning down a branching hallway.

… … …

You may now turn in your papers…"

The door burst open, causing the teacher to jump. "My lord children where is the fire?"  
"Kevin? Did you find him!" Julie gasped, jumping up in her seat,  
"Are you talking about Ben?" The teacher gasped.  
"Come ON Julie!" Gwen said hurriedly. Julie grabbed her purse and left all her books and school bags. She took off after Kevin and Gwen, leaving the entire Math class gossiping behind her.

Kevin refused to say anything until they were safely inside his car. He pressed a button, and the entire car became completely soundproof. "Fuck!" He muttered, "I'm going to miss this baby."

"What is it Kevin?" Gwen panted, "Who called you?"

Kevin stayed silent for a second or two before finally turning around to face them, "It was Max. A pod just broke through the roof of the Rust Bucket."

… … …

"Amazarians are completely different then humans." Mei explained, standing up and walking over to Ben. She easily pulled him over to the bed and forced him to sit down, "In our race, woman have complete control, and men are nothing but breeding tools."

Ben bit his lip to hold back any form of laughter or shock. He focused on listening to what Mei had to say.

The Alien girl nodded her head and continued, "In our race, the Woman go through our reproductive cycle once a month, similar to your human woman's periods. But, unlike the human's periods, we don't 'bleed' the egg out. If we don't get rid of the egg within a certain amount of time, it becomes poisonous to us."  
Ben nodded, "And that's why you needed me?" He swallowed hard, "To…get rid of your egg?"  
Mei looked away from him, folding her hands on her lap, "Amazarian women start their reproductive cycles at age fifteen. I just started mine recently."  
"You're only fifteen?" Ben spat. He felt suddenly sick to his stomach.  
"The only way to get rid of your egg is to 'mate' with a male, injecting the egg into their bodies. On our planet, men carry the children." Mei explained, she looked back at Ben, "So many of my friends have already died due to the poison of the egg. I did not want to die as well."  
Ben blushed and nearly choked, "B-but human men don't give birth."  
Mei shook her head, "You do. Ben, because of the Omnitrix, you have begun to absorb many characteristics from all of your aliens. You saw it with Big Chill, remember?"

Ben's blushing face paled. Of course he remembered that, Kevin never let up about it for months afterwards.

"Well, you are the only human male in history to ever be able to become pregnant." Mei quipped, "So that's why I sent Dana Lyn and the Shadow brothers after you. Because you are the only one who can carry my eggs."  
Ben jumped back, falling off of the bed, "No way! I'm not doing it!"  
"But!" Mei sobbed, climbing down over top of Ben,  
"D-Does that mean I'm already?" Ben gulped,  
Mei smiled and stroked Ben's hair, "No. That egg was a dud, and for some reason, the Omnitrix did something weird last night, it disintegrated the egg while changing your physical properties."  
"W-what?" Ben gasped,  
"I hired Myaxx." She giggled, leaning up, but still straddling him to the floor, "Anyway, the Omnitrix, last night, made it so you can have children. I'm not sure what else it did, but I wasn't going to chance it. So I called up Myaxx and paid her the last of my money to create a wristband that would conceal the powers of the Omnitrix. She said that this would keep you from using it, as well as stop the auto-DNA-absorption mechanism within it."  
Ben looked down at the bulky metal thing and felt sick. He looked up at Mei, "B-but wouldn't your population sky rocket with a child-a-month thing? Maybe we shouldn't…you know…"  
Mei giggled and bent down to quickly kiss Ben again on the lips, he gave up trying to fight her, knowing there was nothing he could do. She sighed and sat up, before walking over to the bed and sat down, "Sadly no. Our population is dwindling. Successful births on this planet is only one in every one-hundred children survive, and with our reproduction cycles, all the weaker women die. As well as many of my kind fight to the death over a single man. Oh, and plus when our Mate's get pregnant, a chemical reaction starts within our bodies, and we don't make a new egg for over a year…"

She went on for a little bit, but Ben had stopped listening. He entered a state of shock, sitting there on the cold hard ground that served as his prison. He closed his eyes. Was Gwen or Kevin ever coming to rescue him? They'd better do it fast before Mei entered another 'reproductive cycle'. Suddenly, he noticed he was trembling. His entire body shook and tears welled up in his eyes. Against his will, he let out a short, sharp, sob.

Mei turned towards him, "Oh! Baby what's wrong?"

Ben did not reply. He opened his eyes as tears spilt out from underneath them.

"Awe!" Mei sung. She jumped from the bed and scooped Ben up, she carried him over and placed him down in the center of the bed, "You're homesick aren't you?" She climbed over top of him and began kissing him lightly, "It'll pass. Soon you'll like being here with me."

Ben shook his head against his tears. He wanted to reach up and wipe them away, but Mei was kneeling on his arms.

"You know," She whispered, "We could squeeze in a quickie before I have to leave for school."  
"N-no!" Ben yelled, but it was too late. She was already forcing his shirt off, tearing the fabric in her hurry, and kicking his pants down.

Ben struggled once again, but to no avail. She over powered him and he once again felt an overwhelming pleasure erupt through his body. This time, the softness of the bed braced him as he arched back into it. He felt himself being pounded further and further into the feathers of the quilt until he felt like he could no longer breathe. The pleasure clouded his mind once again as she moaned his name, and his mind stopped working. He stopped struggling against the impossible and fell limp underneath her.

The pleasure exploded as waves of orgasms hit him. He called out loudly and bunched the quilt up into his hands. He felt himself climax, and second now he was going to explode and cum in her…

…wait? In her? She said that the last egg was a dud, but was that because it was not fertilized? Ben panicked, but the pleasure overpowered his brain and he just lay there, feeling himself swell. Any moment now he would feel that pain from last night…

…only that never happened. He felt himself release, pumping cum into her body as she arched back and screamed in delight. Both Ben and Mei collapsed in a sweaty pile on the bed.

"S-see?" She panted, "I told you the next time won't be so painful. I'm not ejecting an egg this time." She forced herself to stand up and sauntered out of the room. Seconds later Ben heard a shower start.

And he lost it. The moment he heard the water from the shower, he burst out in tears. He tried to stifle his sobs into his hands, but the cold metal of the device over the Omnitrix was a cruel reminder of what was happening.

Ever since he got the Omnitrix, he was in control. Every bad guy they had come across, Ben and his gang had beaten them down. But now, here was a girl easily over powering him and raping him and there was nothing he could do about it! She was much stronger and faster then he was, as well as desperate not to ever succumb to the poison of that 'egg'. Egg…the word now terrified Ben. Within a month Mei would rape him again, and that unbearable pain would erupt through him once again, but this time, he would suffer much worse pain that lasted longer. He buried his head in his hands and cried.

"Kevin…Gwen…please, help me!" He cried.

… … …

Kevin pulled to the side of the road, slamming on the breaks, "Gwen? Gwen what is it?"

Gwen was sitting in the passenger seat of the car, her head in her hands, her fingers clenching balls of her hair tightly. She was crying, or more like bawling.

"Gwen!" Julie cried, leaning forward in her seat,

Kevin wrapped his arms around Gwen as she started to shake her head and muttering, chanted, "No, no, no, no!"  
"What happened?" Kevin said sternly.

Kevin's voice was so serious that Gwen finally unclenched her hair and looked up at him, "It's Ben. I don't know how or why, but I sensed him. He's calling out to us…he needs our help!"

Julie sat back in her seat and fell silent. Kevin turned away from Gwen and clenched his teeth, it looked like he wanted to say something, but instead, put the car back into gear, and pulled out onto the road. No one said a word for the rest of the drive, and the only sounds to be heard was the occasional sob from Gwen. Finally, the Tennyson house came into view. Kevin parked the car where Carl usually parked his station wagon, right next to the Rustbucket. The door to the re-vamped camper stood open, a huge hole ripped open in the top.

"He wasn't kidding when he said it came through the roof." Gwen sniffled, drying her eyes.  
"Come on." Kevin snapped, running around the car to open the door for Gwen. The two girls climbed out of the car and walked into the RV.

"Grandpa?" Gwen asked.  
"It's about time!" The old man said, "I called you several minutes ago!"  
"We had to get here from the school." Gwen snapped, folding her arms, "Anyway, what was the pod about?"

Grandpa Max moved from the driver seat and over to the table. He sat down and motioned for the three teenagers to sit as well. "The pod contained a Holoviewer, or a Halodisk, whatever you want to call them." He reached into his pocket and pulled out a flat, circular disk. He pressed the button in the middle, and a large, gorilla-like version of Spider-Monkey, wearing a fancy suit appeared in a hologram.

"News in the Underworld suggests that you are looking for Madam Anastasia. Kevin Levin, if you are still interested in hiring the Lady for an off-planet mission, she will hear your case tomorrow at midnight in the swamp near Anahuac, Texas. If you are a second late, the Lady will dismiss your claim. Please bring appropriate identification, and you are only allowed to bring Gwen Tennyson and Julie Yamamoto along with you. Any disregards to this message, forfeits any deals, and will lead to your demise."

The hologram disappeared, and Grandpa Max stashed it again in his pocket, "Looks like she doesn't want me there."  
"That's not fair!" Gwen shouted,  
"Gwen. We have to listen to Anastasia. It's the only hope to get Ben back." Kevin said softly.

Gwen flinched from the tone in his voice and sat back down. She remembered her vision of Ben and nodded.

"Anahuac." Grandpa Max said. He turned to Gwen, rubbing his chin, "Isn't that where we fought Dr. Animo at the Gaiter Fest, on that road trip we took when you were ten?"  
"Ugh." Gwen rolled her eyes, "Don't remind me."  
"We have until tomorrow to get from Bellwood to Anahuac?" Julie asked, "Will we make it?"  
"If we leave now and use Ship. We should." Kevin nodded.  
"Be careful children." Grandpa Max said, "Anastasia may not be as powerful as a Pyrothanatos, but she is still a force to be reckoned with."  
"You be careful too Grandpa." Gwen reached over and gave her grandfather a hug before hurrying out of the Rustbucket.  
"See ya later gramps." Kevin waved.  
Julie bowed her head, and hurried off after them.

When they were out on the Tennyson's front yard, Julie whistled. Within seconds, a giant green and black airship came soaring towards them. It landed in front of them with a loud: Shiiiiiiiiippppp!

"Good boy!" Julie smiled, she pet the side of the giant spacecraft, "Ready to go guys?"

Gwen should have felt happy. They were just a day away from meeting the one person who could help them save Ben. Then why was she so nervous? Something was tugging on the back of her mind. Why didn't Anastasia want Grandpa Max there? Why Anahuac?

She sighed as she climbed onto Ship. Guess her questions will all be answered later…

**Notes for the Chapter:**

> I'd like to say sorry for a few mistakes I forgot to change: One - I accidentally said Gwen's eyes were yellow… not sure where I got that from, but they are green. Secondly, according to a friend, Ben and Gwen go to different schools - which I also missed. I stopped watching the show originally between the second and third seasons of Alien Force, but I just rewatched the show with my son, which is what sparked me to rework this story! I now know what happens after season 2, but again, this story is kind of AU after season 2. Apparently later in the series it was announced that Kevin does not go to school, but this was written before that was revealed.


	5. Off-Planet

**Notes for the Chapter:**

> First bonus chapter, sort of.

CHAPTER FIVE: OFF PLANET

Ben ran.

He did not know where he was running, all he knew is that he had to run. His entire body burned with every step, and the large leaves of the strange, purple ferns wiped him in the face as he ran.

The underbrush of Demetrious was thick. Nearly all the plants were twice the size of him, and were razor sharp, often covered in thorns or burrs. They cut his skin as he pushed through them, and tore his clothing even more then Mei had.

His shirt barely hung off of him, the front torn nearly completely down the front, one of the shoulders torn out and draping down his arm, his jeans sagged from weeks of malnutrition. The food of this planet was disgusting. All Mei tried to feed him was raw meet, usually cut straight off an animal. He felt sick.

The ground shuddered underneath him as something heavy chased him. He closed his eyes and focused all his energy on running as fast as he could.

Where he was running, he had no idea.

All he knew is he had to get away.

He tripped over a vine stretched over the ground, wide enough to be substituted for a log. He let out a yelp as he tumbled over it.

"Ben! Ben honey, where are you running too? Come back dear!"

Her voice burned in Ben's ears. He grabbed a stick off the ground and tried to jam it between the device fastened over his wrist and the Omnitrix. The stick cut and scrapped against his arm before it snapped. He groaned and threw it away. Up ahead was a large patch of ferns. He picked himself up and ran towards it, pushing his way through it.

And froze.

On the other side, was a group of three smaller Amazarians, all three of them bloated. They all turned as Ben burst from the ferns, their eyes glossing over as they saw him.

"An unclaimed male?" One gasped,  
"He's really tiny though." The second replied.  
"Who cares? He's mine!" The third stated, running towards him,  
"No! Mine!" The second screamed,  
"I don't want to die!" The first yelled, charging after the second two.

Ben screamed and turned around, trying to dash back into the bushes.

The Third one pounced, reaching out and grabbing him by the leg before he had a chance to escape. He screamed as she pulled him down. A loud tearing noise alerted him that the female had torn his jeans. He looked down to see her literally tearing his pant leg off.

"Let go of me!" Ben screamed, kicking at her hand,

The second one arrived, pushing the first one away and grabbing at Ben. He screamed as he heard his jeans give way, and tear right up the side.

The third one pounced, grabbing Ben from around the shoulders. She started trying to pull him away with all her strength.

The feeling of pain ripped through him as the three Amazarian girls tugged at him. He could feel his muscles straining. The pain intensified and Ben screamed as he heard the pop of his leg dislocating.

Everything suddenly blurred. The pain dulled and Ben felt his entire body go limp as the three girls dropped him. His head hit the ground with a thud, only elevating the dizziness. He forced himself to sit up, and he shook his head to try and clear it.

Mei was in front of him, a half crazed, half pissed off expression on her face. She screamed and charged at the other girls, throwing punches like she had gone mad. She screamed in rage and punched on of the woman in the stomach, before turning around and grabbing another, lifting her over her shoulders and throwing her at another.

"HE BELONGS TO ME!" She screamed.

The other girls backed off, and Mei turned towards him with a triumphant smile, "You shouldn't wander off pumpkin, it would have been devastating if I did not find you just now."

Ben gulped helplessly as she reached over to scoop him up, and carry him back to that prison she called 'home'.

… … …

The day-long flight dragged on, and Gwen could not help but think of all the horrors that could be waiting for them. What if this was a trap? If Kevin sent out a request for Anastasia and one of their enemies picked it up…

"We're here!" Julie said suddenly, snapping Gwen out of her thoughts. She looked up as the doorway opened into the swampy waters of the favourite Gaiter Fest spot. They stepped out into the fog, sinking knee-deep into the muddy sludge.

"Gross." Gwen gagged, plugging her nose, "This smells worse then Ben as Swampfire."  
"Swampfire and Stinkfly." Kevin agreed.

Ship transformed back into the little 'dog' blob he was before as the three teenagers started off through the muddy waters. Julie opened her arms, and the little creature happily jumped into them. She cuddled it tightly as she followed her friends.

"Stay close." Gwen advised, "We could be walking into a trap."  
"Where is this Anastasia person supposed to meet us?" Julie asked, making sure to keep in step with the others.  
"I don't know." Kevin muttered, "But we'd better find it fast, we've only got ten minutes to go before midnight."

The fog was thick, and the darkness made it even more harder to see. The night was strangely quiet - not even a bird chirped in the distance.

"Isn't this swamp supposed to be infested with alligators?" Gwen asked,  
"Yeah? So?" Kevin snapped,  
"Well… where are they then?" Her eyes glowed for a moment, "I don't sense a single alligator in the area."

"Probably sensed the danger and ran." Kevin shrugged. He opened his mouth to continue, but froze, his body going tense.

Gwen's eyes glowed again, and she held out her hand, "There is a life form of some sort here in the swamp…but I can't pinpoint its location."

Kevin caught a blur dash through the fog to the left of them. Kevin whirled towards it, "Well, whatever it is, its here."  
"Maybe its Anastasia?" Julie muttered, hugging Ship tighter.

"Or maybe its not." Kevin replied, reaching down into the swamp, at a log drifting by.

Something shot out of the fog from the right of them, launching forward and attaching itself to the wood, before pulling it out of Kevin's grasp.

"Hey!" Kevin snapped.

Gwen's hands lit up and she launched a disk of energy at whatever was pulling at the log. With a loud 'twang', whatever it was broke, and the log drifted towards them again. Gwen reached out for it, but stopped when she noticed what it was.

"Spider-Monkey thread?" She gasped.  
"Gwen look out!" Kevin yelled from behind her, jumping forward and knocking her into the swamp.

A web launched itself out of the fog, flying towards them. Gwen and Kevin hid the mud just in time to let it soar over their heads. Ship growled and morphed himself around Julie, forming a robotic suit. Without hesitating, Julie raised her arm and fired a missile at the web, it easily cut through it, sending the two halves twirling harmlessly past her, and sending the missile soaring into the fog, where it momentarily disappeared, before a flash of light alerted them that it had struck something.

The noise of wood splintering, and fire crackling was the only noise to be heard, until a loud thud followed. The missile had struck and knocked down a tree.

Gwen pulled her face from the mud, gasping as she moved to wipe it away from her eyes. She wiped enough away just in time to see another net of webbing soaring towards her. She quickly held her hand out and conjured up a force field, the sticky webbing colliding with it. Kevin reached over and grabbed the log that had floated back to them, absorbing the wood and letting it coat his body.

"Hold it steady!" He yelled, his arm stretching to form a wooden sword. He ran around the shield and started running towards where the webbing was coming from.

"Kevin!" Julie gasped, as she saw something launch from the woods to the right of them, "Look out!"

But it was too late, before Kevin could react, the webbing collided with his wide, wrapping around his entire body. "Whoa!" He gasped as he lost his balance, falling into the mud.

"Kevin!" Gwen gasped, running towards him. Julie followed after, keeping a look out through the fog.

"What is it?" Julie asked,  
"More like, where is it." Gwen replied, her eyes glowing, "I can't get a trace on it… wait… its!"

But before Gwen could finish her sentence, a giant web dropped down upon them, pushing the three of them into the mud. She gasped, trying to pull the sticky material away from her.  
Kevin groaned, also trying to pull away the webbing, "Let me guess, above us."  
"We don't have time for this!" Gwen groaned.  
"Wait! What's that over there?" Julie gasped, pointing off into the fog.

Kevin and Gwen turned their heads, following the direction she was pointing. Deep in the fog, a shadow approached.

"Exactly Midnight." A raspy voice echoed out, "Kevin Levin and grew I presume?"  
"Who are you?" Kevin snapped, using his sword-like arm to cut through the webbing.

As the shadow came closer, they could make out more details. Gwen gasped as she saw the form of a muscular, gorilla-like version of Spider-Monkey appear. The large ape was dressed in a black tuxedo, complete with bow tie and white gloves covering its four hands. It was the Aracnichimp from the Holoviewer.

Gwen launched a shield up, pushing the webbing off of them and away into the mud. Ship turned back into his original form, settling himself down in Julie's arms.

"Great." Kevin mumbled, "Beaten by a Spider Monkey on staroids." Gwen elbowed Kevin in the side. He groaned, "What was that for?"

"I am sorry for my rude assult," the Aracnichimp stated, "But I have to make sure you are the ones who are seeking a conference with my Master."  
"And by attacking us helps prove that why?" Kevin snapped,  
"As my intel suggests, Kevin Levin - Part Osmosian, proven when you obsorbed the wood. Gwendolyn Tennyson, Quarter Andradite - Proven also through your abilities. And Julie Yamamoto, proven through her pet Galvanic Mechamorph." He said without skipping a beat,

Kevin mumbled, rubbing mud off his shirt, "I don't like that snooty tone…"  
Gwen cut him off, "Yes. We are here to speak to Anastasia, is she here?"

"Though I have tested to see who you are through abilities, I would still like to see some identification please. All of you." He said, looking from Kevin to the girls.

Kevin pulled out his Plumber's Badge, and Gwen followed suit. Julie reached into her purse and pulled out her student card.

The Aracnichimp huffed and nodded, "Identification excepted. Follow me." He turned around and started walking through the swamp water to an old hovercraft. He motioned for them to step within it. Kevin grabbed Gwen's hand, and Julie's with the other and helped them onto the craft, before the Aracnichimp stepped up as well and started the hovercraft.

Gwen knew where they were going before they even got there…the abandoned observatory. The hover craft stopped outside of it, and the Aracnichimp climbed up a rope ladder.

"I'll go first, Julie follow me, and Gwen take the rear." Kevin whispered, "Just to be safe."

The inside of the observatory was in even worse shape then the last time they saw it. The telescope had collapsed into the swamp, taking a large portion of the walk-way with it, and the smell of mold and mildew filled the air. The rest of the walkway was sagging under years of disuse.

Gwen looked over and saw the spot where Grandpa Max had turned into that slug-like thing, it was nearly completely deteriorated now. She looked away at the spot where the telescope once rested. A figure was sitting upon a railing. Definitely a woman. Her head was hidden in the shadows, but her long, legs stretched down out into the light, covered completely in skin-tight black boots.

She pounced down from the railing and fell down gracefully in front of them. Gwen immediately felt jealous about the woman. She was taller then Gwen, and she was very slender, but not past the point of sickliness. Her face was narrow and pointed, her thin lips were parted to reveal two long canine fangs. Her ears were long and pointed and stuck out from the sides of her head, and her eyes were wide and bright red, matching the red in her red and black pixie-cut hair. The black boots connected to an equally-skin-tight black tights that covered her entire legs and waist. A puffy, white peasant-styled top covered her breasts, and puffed out around the sleeves, slipping underneath a leather corset, the shirt frilled out underneath the bottom of the corset. She looked almost like a pirate in those movies, including a slender sword and gun strapped to her waist with a large, baggy, purple belt.

"Kevin Levin. I've heard rumors." She purred, her voice sounding dark and mischievous, almost cat-like.  
"Anastasia." Kevin nodded.

"Griffon." Anastasia snapped, turning to the Gorilla-like Aracnichimp, "Guard the door." She turned back to Kevin and the girls, "We've got business propositions to make."


	6. Rescue Team

CHAPTER SIX: RESCUE TEAM

Ben threw his head back and squeezed his eyes shut, just like he had done for the last week. By now, he knew he could not overpower Mei, so fighting back was useless. He lay there on the bed and quietly suffered with the unwanted pleasure. Any trace of hope that he would be rescued was starting to fade from his mind. It was hopeless…

Mei groaned as she thrust upon him. He squeezed his eyes tighter. It'll be over soon…she'll finish, then go off to school, and he'd have the entire day to sit here and mope before she'd come home. At least she wasn't horny twenty-four-seven. When she came home, she'd want to go for a walk, or cuddle, or just sit and 'talk' with him. She wanted to know everything about him, and all he wanted to know was if he was going to ever get home.

Finally, the sweet release which meant she was done. She rolled off of him and wrapped her arms around him, "You…are so beautiful." She panted.

Ben refused to open his eyes, refused to open his mind to his body. If he kept apart, it was less painful. But he couldn't hide the fact that she was lovingly caressing his cheek, or kissing him lightly on the face. He fought back mentally, trying to block the nerves from reaching his brain. He thought of Julie, of her caring and carefree face, of Kevin and his strong, muscular, pig-headedness, of Gwen, her kindness and grace, and of Grandpa Max, with his knowledge and parental guidance that helped him so much in the past…

Nothing helped.

Finally, Mei stood up and walked to the bathroom to have a shower. Ben lay there in bed, he'd go for a shower as soon as she left. Which wouldn't take long. She usually dressed and took off pretty soon. She swooped down and kissed Ben on the forehead before slipping out the door.

He waited a few seconds before getting up and throwing on the Amazarian clothing that Mei brought him. His clothing was too torn up to wear now. He sighed as he squeezed into the pants, and threw the shirt on. The only addition to the clothing was an emerald green jacket. It was probably the only thing he liked in the ensemble, mostly because it was green. He walked over to the door and opened the curtain. It was a good ten story drop to the ground. He sighed and closed the curtain. What now? Back to sitting on the floor, prying at the cover to get the Omnitrix free again?

He already did that four days straight. And his wrist was raw and bloody. And he wouldn't dare climb down, that would be suicide. Even if he survived the climb down, he would then have to avoid all the desperate female Amazarians down there alone. He was already freaked out enough about what would happen when Mei hit her 'time of the month'…going down there would mean facing some already there.

He walked into the kitchen and opened the fridge. Everything on this planet consisted of raw meat. He hated it, and would give anything for some chili fries and a smoothie. With a sigh he walked back to the bedroom and collapsed on the bed. That was it…this was his prison, this is where he was going to be stuck forever…this is where he will die…

There is no hope anymore…

… … …

"I see my reputation exceeds me." Kevin grinned, folding his arms,  
"Proceeds." Gwen corrected. She stepped in front of him and walked up to Anastasia, "We were hoping you could help us out."

A large grin exploded across Anastasia's slender face. She threw her head back and laughed, Griffon chuckled behind them, mostly just copying his mistress. She started to circle them, walking around the three of them, taking in each one of they're appearances.

"I heard that your friend was taken away by Dana Lyn." Anastasia purred,  
"Yes." Gwen nodded, turning with her, so her back was never to the assassin, "My cousin, Ben Tennyson."

If that grin could stretch any further, it would have. Anastasia stopped circling them and walked right up to Gwen, looking her straight in the eyes. Gwen felt fear explode through her. She flinched back involuntarily.

"Don't worry." Anastasia shrugged, backing away, "If you're cause didn't interest me, I wouldn't have replied." She sat down on the rotting wood, folding her legs underneath her, "Well, come on, sit down."

The three looked uneasily at each other, then slowly followed their orders. Gwen took in a deep breath, "He disappeared over a week ago."  
"I know." Anastasia replied, sounding bored,  
"Um…well, we need to get him back, but we don't know where he is?" Gwen asked,  
"Well that's easy, just ask Dana Lyn." Anastasia said, looking down at her nails,  
"That's not easy!" Kevin snapped,  
"True, then if you don't want to do that, I could track him. It would only take a few days, but it will cost you extra." She looked up from her hand as she said that, Gwen could almost see the money-bags appear in her eyes.  
"Speaking of which," Kevin muttered, "How much?"  
"We'll settle on a price after my job is done." Anastasia said, standing up, "How dangerous the mission is, and all the extras will determine what the price is. So, am I hired?"  
"Can you really track down Ben?" Julie asked,  
"Don't insult me." Anastasia snapped, "Two days and I'll know exactly where he is, right down to whatever substance he's standing on."  
"Good." Julie sighed, clenching her chest tightly. Gwen and Kevin looked at each other with relief.  
"So, am I hired?" She repeated, holding out her hand towards Kevin.

Kevin nodded and stood up, he grabbed her hand and shook it.

"Good." She grinned, "In that case, call me Ana. I'll find your friend."  
"Thank you." Gwen replied, also climbing to her feet.

Ana nodded and turned away from them, "Griffon! We're leaving!"

The Gorilla-man nodded and strode after the assassin as she disappeared into the swamp. Team Tennyson stayed standing there for a few seconds until they were sure that Ana and Griffon were gone.

"If we can't pay her, she'll kill us." Kevin moaned,  
"We will." Julie whispered, "Right?"

Gwen crossed her arms and bit her lip. She closed her eyes to keep the tears from spilling from her lids. She felt Kevin wrap his arms around her, and she turned around to accept the embrace, fighting back the urge to cry. Julie looked away, feeling awkward and lonely.

"Let's…go home." Kevin said softly, "It'll still be two days till we can help Ben."  
"And that's two days he could be suffering." Gwen whispered,  
"You don't know that." Kevin replied, caressing her face, wiping away the tear she didn't notice gliding down her cheek, "Remember, he is probably in some sort of zoo."  
"Let's hope…" Gwen mumbled.

… … …

That night, Gwen could not sleep, she kept imagining all the terrible things that could be happening to her cousin right now. She tossed and turned in her sheets, feeling hopeless and lost. Finally, she sat up in her bed and shook Kevin awake.

"Huh? Wah? What happened?" He moaned drowsily,  
"I can't sleep." Gwen whispered.

Kevin, of course, thought that she was in the mood. He rolled over with a smile, all thoughts of sleep suddenly gone from his mind. "Awe, baby come here." He leaned over and pulled Gwen into his arms. She broke down into tears in his arms. He hugged her tighter and began stroking her hair.

He moved himself over top of her, looking down in her bright green eyes, she sniffled and reached up to touch his face. He bent down and softly kissed her on the lips, "It'll be fine. We have the best Assassin in the entire galaxy looking for Ben right now."  
"She's an assassin, not a hound dog." Gwen replied,  
"She's also a Gotosapian. And if you want something found, the best way to find it is through a Goto." Kevin stated, "Or so I've heard."

He lowed himself down upon her, and she did nothing to fight back, so he knew that she wanted it. Kevin kissed up her face until he reached her ear, he nibbled on it lightly, then whispered, "Everything will work out."

Gwen smiled and wrapped her arms around him, gasping as he thrust himself inside her, "Thank you Kevin."

… … …

Friday. The end of the week, also, the last day of school. No one was interested in schoolwork, especially Kevin, Gwen, and Julie. Because for them, tomorrow was not only the first day of summer vacation, it was also the day they find Ben.

Throughout the day, people kept coming up to Gwen, giving her their condolences. It had been a month since Ben disappeared. Four weeks was a long time to be missing, and a lot of the classroom had given up ever seeing their brunette friend again. That's why, when a blonde haired kid approached her, she thought nothing of it.

"I'm so sorry about Ben." Collin said softly, grabbing Gwen by the shoulder.

Gwen looked away from him, like she did with all the others, "Thanks you…but he will turn up, I know it."  
"I hope he does." Collin nodded. He stepped back from her, "So um…did he get a chance to ask you something before he disappeared?"  
Gwen lowered her head, "The last thing he said to me was that he did not need to know what Kevin and I did on our free time." She said this without much shame. Tears welling up in her eyes…typical Ben.  
"Well then," Collin said, rubbing the back of his head, "I asked him to do me a favour."  
"And that was?" Gwen asked, folding her arms,  
"Well, I wanted him to…well I wanted to know if you wanted to go out sometime, maybe for dinner?" He asked.

Gwen's expression darkened. Everyone used Ben to try and ask her out, and that angered her. No one used her cousin but her, "Excuse me? I'm already dating. I'm with Kevin."  
"Yeah but, if it doesn't work out…" Collin pressured,  
"I'm sorry. I just lost a family member, and you're here trying to score a date?" Gwen almost screamed it. Her hands fell to her sides, balling into fists. Several people stared.  
"There you go again." Collin stated, getting defensive,  
"What?" Gwen snapped,  
"Going on about Ben." Collin snapped, "I've seen it, we've all seen it."  
Gwen's defences seemed to break, she took a step back in shock, "W-What?"  
"The way you look at Ben behind his back, the way you always treat him with motherly virtue. What is he to you Gwen? A little brother, or something more?"  
"He's my cousin." Gwen snapped, turning away from Collin, "If anything, I do see him like a little brother. But that's IT!"

Collin watched her walk away in anger. He clenched his teeth, before storming away.

"What was that about?" Kevin asked, looking at the vending machine, "You know, I was thinking about getting a smoothie…I know I hate them, but I mean, we haven't had one in a while."

"I don't want to even look at one." Gwen sighed, collapsing on the table, "That was another guy asking me out."

Kevin 'tsk'd' and selected a root bear before turning back to Gwen, "Too bad you're all mine." Gwen let her head fall on the table. Usually there would be text books there to cushion her head, but they had already all been handed in. She sighed as she felt the cold table instead.

Kevin sighed and walked over to her, wrapping his arms around her and nuzzling her neck, "Tomorrow."  
Gwen smiled, "Yes, tomorrow."  
"Dana Lyn won't know what hit her!" Kevin sat next to her, slamming his fist into the table. Gwen nodded.

"Dana Lyn?" Collin whispered from around the corner of the lunchroom, he gripped the wall tighter, "Who is Dana Lyn?"

… … …

Kevin gave Gwen a ride home. She wanted to walk, but after Ben's disappearance, there was no way Kevin was going to leave her side. But that was it, she wanted to be alone tonight, and was definitely not in the mood for sex. She kissed Kevin goodbye at the door and strode into her house.

The first thing she noticed was how quiet it was. She did not normally go straight home after school, in the last month, Kevin was here, and before that, the three of them would always go to Mr. Smoothie for an hour or two, or she had Karate, or something else. By the time she actually got home, her parents were there. Today, she was the only one home.

She walked into the living room, her father's coat was tossed over a chair. He usually forgot it, especially when the weather was warm. Her eyes fell on the phone, she scooped it up and looked through the missed calls. There were four from Sandra, and three messages of her sobbing over the phone about how the police are not doing their jobs…

…No the police won't, but the Galactic Police would. They were just one day from getting Ben back…

"Just hold on Aunt Sandra." She whispered. Gwen was about to put the phone down, but decoded instead to call Grandpa Max.

…the phone just rang. He was probably at Mt. Rushmore looking through all the old Plumber stuff to see if he could find anything that would track down Ben, since he was not allowed to come meet Ana.

Gwen nestled down in a chair with the phone in her hand. Summer vacation, it brought back so many memories. Many she did not want to remember right now. She almost chuckled, "Just wait, tomorrow we get that 'Mega-Dweeb' back." She smiled as she used her old pet name for Ben from that summer when he first got the Omnitrix. She flicked on the television and waited for her parents to come home.

Luckily, night came swiftly. After dinner, Gwen went straight upstairs, to her bedroom. At least this way, she could fall asleep, and wake up early tomorrow to wait for Ana to arrive. She bolted up the stairs and walked into her clean, tidy room.

Her computer was off, the screen covered in dust, since Ben disappeared, they hadn't had any work. She walked past her old laptop, also covered in dust, and plopped down on the bed. She threw the blankets over herself, and closed her eyes.

Sleep immediately clouded her mind. She sighed and snuggled deeper into the sheets…as slender arms wrapped around her waist.

Gwen screamed and jumped out of bed, knocking a lamp off of the desk, the bulb shattering on the floor. Ana yawned and sat up, "Must you be so loud?"

Gwen panted hard and blinked. She rubbed her eyes and looked back at her bed. Ana sat on it with a smirk. Gwen turned around as she heard her parents running towards her bedroom. "O-one minute." She walked over to the door and opened it as her father started asking the old, 'what happened?'. Gwen smiled sheepishly, "Sorry, I fell out of bed."

"Well just be careful next time." Frank snapped, "And remember to lock your window."  
"I did." Gwen questioned, mostly to herself.  
"Good girl." He nodded, giving her a hug, then disappearing back downstairs.

Gwen turned around, Ana was still sitting there with her usual smile. "How did you get in?"  
"I have my ways." Ana replied, looking down at her nails again, "Come on, get ready to go."  
"Go where?" Gwen asked,  
"Kevin's garage of course." Ana jumped up from the bed, "Do you know he often sleeps in that garage of his?."  
Gwen bit her lip, "Yes, I've lectured him several times on it."  
"Well, you don't have to worry about that after he sells his car!" Ana sneered,

"Kevin…" Gwen whispered, folding her arms.

Ana hopped off the bed and walked to the bedroom door, she walked out into the hallway and off towards the front door. Gwen chased after her, "Wait! My parents will see you!"

Gwen quickly threw on some clothes, and hurried downstairs to the living room where her parents were watching T.V.

"Hey pumpkin." Frank said, looking up, "I thought you were heading to bed early."  
"You didn't see?" Gwen asked, looking from the stairs to the front door, there was no way they missed Ana walking by.  
"See what?" He asked,  
"Never mind. Anyway, I'm going out for a while." Gwen said,  
"But its dark outside." Her mother quipped,  
"Kevin will be with me." She stated. There was no way she was mentioning that it wasn't Kevin, but a dangerous assassin she was going with.  
"Just be careful, and take your cell phone." Frank ordered,  
"Yes Dad." Gwen nodded. She slid on her shoes and stepped out the door. Ana was waiting outside.

"How come they did not see you?" Gwen asked,  
"Pah-lease." Ana laughed, "That was amateur work." She turned around and started walking towards Kevin's garage, Gwen at her heels.

Kevin threw his head back onto the roof of his car. He was sitting on the hood, leaning against the glass, wearing nothing but his boxers and a tee-shirt. He threw another can to the ground and sighed. He had so many requests from so many different people for his car. Pretty soon he wouldn't have his wheels anymore…

The thought of it terrified him… his car was his baby…

When they got Tennyson back… Kevin will make him pay him back for his ride.

Someone knocked on the garage door. Kevin gasped and bit his lip, who the hell was looking for him here at this hour?

"Yeah? What!" He called angrily,  
"Kevin open up. Its me."

Kevin felt his heart skip a beat when he heard Gwen's voice. She couldn't see this! If she found out he was sleeping in the garage again, she'd freak. He quickly slid on some pants, turned on a light, and opened the door, "Oh, hey Gwen. Just doing some last minute adjustments to the car. You know, taking out some of the…really expensive features."

"And drop the price of the car?" Ana laughed, stepping in. Kevin froze.  
"Did you find him?" He asked after the initial shock passed him.  
"Well," Ana smirked, sitting down on the sofa in the garage.

Gwen looked around, for the first time she realized that her lackey was not with her. But she did not get to dwell on that long, because Ana started talking.

"I did. It did not take long actually, Dana Lyn did not care to cover her trail very well." Ana looked from face to face and smiled, "Your friend has been taken to another galaxy."  
"What!" Gwen gasped, "How far away?"  
"If we travel in hyperspace at warp-speed, and I mean warp-speed on a high-tech expensive state-of-the-art vessel, it'll be a three week ride." Ana continued, "This 'Ben' guy was taken to a planet called Demetrious, home of a race of aliens called…"  
"Amazarians." Kevin whispered, "But they're not that smart…why would they want Ben?"  
"Good boy, Levin." Ana snapped, "Maybe I should let you finish?" Kevin bit his tongue. Ana nodded triumphantly and continued, "Apparently Dana Lyn delivered Ben to an Amazarian girl."  
"So much for the collector idea." Gwen snapped, looking over at Kevin,  
"Hey, think of it this way," Kevin shrugged, "At least getting him back from a girl is a lot easier then getting him back from a zoo."

"So, get ready. We're leaving tonight." Ana stated, standing up,  
"I'll go get Julie and Ship." Gwen replied, running from the garage.

Kevin folded his arms as he watched her go, "It doesn't make any sense."  
"Hm?" Ana asked, standing up again  
"Amazarian girls are only interested in finding mates, it doesn't make sense that one would turn against their instincts…"  
Ana shrugged and smiled, "Only one way to find out isn't there?"

Julie and Gwen came back within half an hour, Ship riding on Julie's shoulders. Julie was finally smiling today, as she hurried into the garage, "We're getting Ben back?"

Kevin nodded. He turned to Ana, "Ship can turn into a galactic warship."  
Ana shook her head, "Not fast enough."  
She stepped out of the garage, opening the door fully so that light exploded in from the street. Kevin gasped as light flooded from the headlights of a small spaceship. It looked swift and stealthy, a speedy killing machine.

"When did that get there?" Gwen asked. It was not there when she brought Julie in. Ana did not respond. She turned to the spaceship as a hatch underneath it opened and extended a long ramp. Griffon walked down the ramp towards them.

"I hope you brought a book or something, cause its going to be a long three weeks." Ana sang. Team Tennyson exchanged glances, then hurried after the assassin and onto the ship.

**Notes for the Chapter:**

> A/N: Sorry for the wait! And I really am. I've been busy at home, and it was next to impossible to get a hold of Air-Head to get him to upload the next chapter. I ended up asking Rygel-n for it. From what Rygel told me, Air-Head is pretty sick right now… and that is why he hasn't uploaded anything recently.
> 
> But Rygel wanted me to assure you all that Air-Head will be back as soon as he can, and that his surgery is scheduled for the new year.
> 
> Rygel-n gave me the password and made me promise not to mess with any of the files. So now, at least I can update my story on my own terms (since I cannot access my own FF account).
> 
> Anyway, please remember that this story was originally written before season 3 of Alien Force! Though, Rygel is helping me a lot with getting caught up in the new stuff, and giving me hints when it comes to errors. Thanks so much Ry! I may be asking around soon about starting a Ben 10 RP, now that Rygel got me back into my Ben 10 fandom. First though, I think I should get caught up in the series again. I am watching season 1 right now of Ultimate Alien with my son.

**Author's Note:**

> So, there was chapter one. Things 'heat' up from here on out! …hmm, I wonder who those two are working for? Poor Ben…that's why you don't leave school grounds during break! Anyway, hope you liked my first story attempt...


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